Registration Rights Agreement
(Investor)

Summary

This template is a Registration Rights Agreement between an issuing company and investors. This template includes practical guidance, drafting notes, and alternate clauses. Under federal securities laws, securities must be registered prior to their sale unless an exemption from registration applies. This requirement can delay an investor's exit from an investment until the issuer complies with federal securities laws and regulations to sell its securities. Therefore, investors who plan to acquire unregistered securities, for instance in a private placement, may require the issuer to provide them with registration rights, pursuant to which the issuer agrees to have an effective registration statement for their securities on file with the SEC at an agreed-upon date in the future. An effective registration statement will enable the investors to sell their securities in the public market. A registration rights agreement typically obligates the issuer to file a registration statement after it has received a registration request that meets the requirements set forth in the agreement. This template includes demand registration rights on Form S-1 for an initial public offering, a right more often found in leveraged buyouts, and on Form S-3 in a secondary offering. It includes rights for the investors to join in or "piggy back" on registrations undertaken by the issuer outside of requests from investors. It also provides for lock-up arrangements that prevent the investors from selling their securities outside of the public offering. This template agreement is not suitable for registration rights relating to PIPEs, exchange offers or those involving debt instruments under Securities Act Rule 144A, in which registration rights are typically provided for in the initial purchase agreement or other transaction documents. For further discussion about registration rights agreements, see Registration Rights Agreement Drafting Checklist, Registration Rights Agreements in M&A Deals, Registration Rights Agreement (Merger Transaction), Registration Rights Agreement (PIPE Offering), and Equity Carve-Out Registration Rights Agreement. For a comprehensive list of practice notes, templates, and clauses, see Stockholders' Agreement Resource Kit, M&A Provisions Resource Kit, Asset Acquisition Resource Kit, Stock Acquisition Resource Kit, Private Merger Transaction Resource Kit, and Public Merger Transaction Resource Kit.